Terms of Use

If you want to use Social Graph Studios Inc. (“SGStudios”, us, we) Sites or Services (defined below), you must to agree to the terms below. If you do not agree to these terms, please do not use the Sites or Services.

Definitions

“Sites” means any web site or web content hosted or maintained by SGStudios;

“Services” include all Sites, services and applications that SGStudios offers, including, without limitation, websites, forums, chat services, games, game servers, Facebook applications and mobile applications. Services and applications offered by SGStudios shall be included under this definition whether or not they are offered directly or through a 3rd party site or service such as Facebook or a mobile device.

“Terms” shall mean these terms of use.

General

These Terms apply only to your access and use of the Services. You represent that you are at least 13 years of age or, where required, have attained the age of majority in the state, province or other governmental jurisdiction in which you reside.

We may change or modify these Terms at any time and they will be effective immediately when posted. Your continued use of the Services following the posting of such changes or modifications means you agree to them. You should frequently review these Terms and other applicable policies, disclaimers or guidelines on the Services, to understand the terms and conditions applicable to your use of the Services.

If you do not agree to any changes or modifications to these Terms, please do not use the Services.

Privacy

SGStudios believes strongly in user privacy. Please refer to the Services’ Privacy Policy (“Privacy Policy”) for information on how we collect, use and disclose personal information from users of the Services. Your use of the Services signifies your acknowledgment of, and agreement to, the Privacy Policy.

If you are a resident of any country outside Canada and the United States, including, without limitation, any country within the European Union, you understand and agree that we store and process your personal information on computers located in Canada and the United States, and that by providing any information to SGStudios, you consent to the transfer of such information to Canada and the United States.

Electronic Communications

When you use the Services or send emails to us, you communicate with us electronically and consent to receive communications from us electronically. We will communicate with you by email, through your Facebook account, by posting general notices on the Services, or by posting messages that are displayed to you when you log in to the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Trademarks and Service Marks

Social Graph Studios® and any other product or service names, logos or slogans of SGStudios contained in the Services are service marks of SGStudios and may not be copied, imitated or used, in whole or in part, without the prior written permission of SGStudios. You may not use any metatags or any other “hidden text” utilizing Social Graph Studios or any other name, trademark or product or service name of SGStudios without our prior written permission. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of SGStudios and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, service marks, registered trademarks, registered service marks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, service mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Our Copyrights

Unless otherwise indicated, the Services and all content and other materials on the Services, including, without limitation, all designs, text, graphics, logos, icons, images, photographs, audio clips, video clips, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the “Materials”) are the property of SGStudios or its licensors and are protected by Canada and United States and international copyright laws.

SGStudios grants you a limited, non-sublicensable license to access and make use of the Services and to print to hard copy informational portions of the Service, solely in accordance with, and subject to, the terms set forth in these Terms or other agreement you may enter into with SGStudios. Such license does not include: (a) the collection, use, copying or distribution of any portion of the Services or the Materials; (b) any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Services or any of the Materials; (c) modifying or otherwise making any derivative uses of the Services or the Materials, or any portion thereof; (d) use of data mining, robots or similar data gathering or extraction methods; (e) downloading (other than page caching) of any portion of the Services, the Materials or any information contained therein, except as expressly permitted on the Services; or (f) any use of the Services or the Materials other than for their intended purposes.

Any use of the Services or of any Materials not owned by you, other than as specifically authorized herein, without the express prior written permission of SGStudios, is strictly prohibited and will terminate the license granted herein and constitute a breach of the license granted herein. Such unauthorized use may also violate applicable laws, including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes.

Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by SGStudios at any time.

User Content

Some Services may allow you to submit images, sounds, text, videos and other creative works (“User Content”). Our Services may or may not host this content for you, allow you or others to share this content or create transformative works.

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. You affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to your User Content; (b) you authorize, and are able to authorize, SGStudios to use all patent, trademark, trade secret, copyright or other proprietary rights with respect to your User Content in any way it sees fit . For clarity, you shall retain all of your ownership rights in your User Content. However, by submitting the User Content to SGStudios, you hereby grant SGStudios a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform and otherwise exploit the User Content in connection with the Services and SGStudios’s, it’s sucessors’ and it’s affiliates’ businesses, including without limitation for promoting and redistributing part or all of the User Content (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Services a non-exclusive license to access your User Content through the Services and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content as permitted through the functionality of the Services and under these Terms.

You agree that you will never submit User Content that: (i) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant SGStudios all of the license rights granted herein; (ii) contains falsehoods or misrepresentations that could damage SGStudios or any third party; (iii) is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) contains advertisements or solicitations of business: (v) impersonates another person.

SGStudios does not guarantee any confidentiality with respect to any User Content.

You understand that when using the Services, you will be exposed to User Content from a variety of sources, and that SGStudios is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SGStudios with respect thereto, and agree to indemnify and hold SGStudios, its owners, operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Services.

SGStudios permits you to link to User Content (whether your own or of others) hosted on the Services for personal, non-commercial purposes only.

You understand that the User Content whether or not linked or embedded into other websites, is provided to you only on an as-available basis, and SGStudios does not guarantee that their availability will be uninterrupted or bug free. SGStudios reserves the right to discontinue any aspect to the Services at any time, including discontinuing any linked or embedded content.

SGStudios does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and SGStudios expressly disclaims any and all liability in connection with User Content. SGStudios does not permit copyright infringing activities and infringement of intellectual property rights on the Services, and SGStudios will remove all infringing content and User Content if properly notified that such content infringes on another’s intellectual property rights. SGStudios reserves the right to remove Materials and User Content without prior notice. SGStudios reserves the right to decide whether User Content is appropriate and complies with these Terms for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material. SGStudios may remove such User Content and/or terminate a user’s access for uploading such content in violation of these Terms at any time, without prior notice and at its sole discretion. SGStudios will terminate user accounts of repeat infringers.

Copyright Complaints

SGStudios respects the intellectual property rights of others. If you believe that any Material or User Content on the Services infringes upon any copyright that you own or control, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an email address;

Identification of the copyrighted works claimed to have been infringed;

The location, within the Services, of the infringing material;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the above requirements, your DMCA notice may not be valid.

Third Party Services and Content

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or affiliation therewith, by SGStudios.

SGStudios may host or provide links to web pages, web sites and other content of third parties (“Third Party Services and Content”). The inclusion of any such link is provided solely as a convenience and does not imply affiliation, endorsement, approval, control or adoption by SGStudios of any web site or any information or content contained therein. SGStudios makes no claim or representation regarding, and accepts no responsibility for such Third party Services and Content or for the quality, accuracy, nature, ownership or reliability thereof. Use these links and Third Party Services and Content contained therein at their own risk. When you leave the Services, you should be aware that our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any web site to which you navigate from the Services.

Account Security

Users who register with or subscribe to the Services are solely responsible for maintaining the confidentiality of the password associated with their account and for restricting access to the user’s computer while logged in to the Services. You are responsible for all activities that occur under your account or from your computer. You agree to immediately notify SGStudios of any unauthorized use of your account or any other breach of security known to you.

In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration or subscription forms on the Services (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to SGStudios, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to your account, the Registration Data and any other information you provide to SGStudios. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect SGStudios’ systems and customers, or to ensure the integrity and operation of SGStudios’ business and systems, SGStudios may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted content. SGStudios’ right to disclose any such information shall govern over any contrary terms in any agreement or policy of SGStudios.

User Banning and Content Editing

SGStudios reserves the right, in its full discretion, to block or remove users from the Services. SGStudios further reserves the right to change or remove all or any portion of the Services, the Materials or User Content at any time without notice.

Advertisements and Promotions

SGStudios may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than SGStudios, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. SGStudios is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY SGSTUDIOS, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SGSTUDIOS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE SITES, THE SERVICES AND THE INFORMATION, CONTENT AND MATERIALS IN THE SERVICES.

SGSTUDIOS DOES NOT REPRESENT OR WARRANT THAT INFORMATION, CONTENT OR MATERIALS IN THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICES, SGSTDIOS’ SERVERS OR EMAIL SENT FROM SGSTUDIOS OR THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SGSTUDIOS IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY.

IN NO EVENT SHALL SGSTUDIOS OR ITS AFFILIATES OR SUBSIDIARIES, NOR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA (INCLUDING BUT NOT LIMITED TO THE LOSS OR COPYING OF PHOTOS, IMAGES OR OTHER CONTENT HOSTED ON THE SERVICES), WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE SITES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM SGSTUDIOS, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SGSTUDIOS’ RECORDS, PROGRAMS OR SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SGSTUDIOS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO SGSTUDIOS FOR ACCESS TO OR USE OF THE SERVICES.

Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.

Indemnity

You agree to indemnify and hold harmless SGStudios and its affiliates and subsidiaries (collectively, the “Indemnified Parties”), and the Indemnified Parties’ independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Content you post, store or otherwise transmit on or through the Services or your use of or inability to use the Services, including without limitation any actual or threatened suit, demand or claim made against any of the Indemnified Parties and/or their independent contractors, service providers, employees, directors or consultants, arising out of or relating to any such content, your conduct, your violation of these Terms or your violation of the rights of any third party.

Applicable Law

Your use of the Services is subject to all applicable local, state, provincial, national and international laws and regulations. These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the province of Ontario applicable to agreements made and to be entirely performed within the province of Ontario, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the provincial and federal courts located in Toronto, Ontario, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

Assignment

SGStudios may assign any of its rights or obligations under these Terms to (a) any subsidiary or affiliate; (b) any entity that acquires all or substantially all of the assets of SGStudios; or (c) any entity that acquires all or substantially all of SGStudios’ interest in the Services, the products and/or related assets from SGStudios. You understand and agree that in the event such a transaction occurs, your personal information may be transferred as described in the Privacy Policy.

Disputes

Any dispute relating in any way to your use of the Services, where such dispute cannot be dealt with in a mutually agreeable matter, shall be submitted to confidential arbitration in Toronto, Ontario. Notwithstanding the foregoing, to the extent you have in any manner violated or threatened to violate SGStudios’ intellectual property rights, SGStudios may, without proceeding to arbitration, seek injunctive or other appropriate relief in any province or federal court in the province of Ontario. In such event, you consent to exclusive jurisdiction and venue in such courts. Arbitration under these Terms shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise. Any cause of action you may have relating in any way to your use of the Services must be commenced within one (1) year after the claim or cause of action accrues.

Severability

If any provision of these Terms shall be deemed invalid, unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Entire Agreement

This Agreement is the complete and entire agreement between the parties and supersedes any prior agreement, whether written or oral.